As we have
discussed, pursuant to the Original Letter Agreement, the Company was obligated
to deposit at least $5 million into an escrow account (the Escrow Account) for the payment of any
expert, consulting and other expenses (including out-of-pocket expenses of all
law firms working on the SCO Litigation (as defined in the Original Letter
Agreement)) approved by BSF. Because
much of the initial $5 million deposited into the Escrow Account has been
utilized for the payment of expert, consulting and other expenses, the Company
and the Three Original Firms desire to amend the Original Agreement to provide
for a mechanism to increase the money in the Escrow Account in the event that
the Company and BSF mutually agree to increase the amount of such money.

Accordingly,
notwithstanding anything to the contrary in the Original Letter Agreement, the
Company and the Three Original Firms desire to amend the Original Letter
Agreement as follows:

1.In the event that the Company and BSF from time to
time mutually agree in writing that it is necessary to replenish the money in
the Escrow Account, the Company will replenish the Escrow Account in the amount
mutually agreed upon by the Company and BSF;

2.The Company and BSF mutually agree that the Escrow
Account initially will be replenished in the amount of $5 million, which money
will be deposited by the Company into the Escrow Account within a reasonable
period of time after the date hereof; and

3.Any money remaining in the Escrow Account after the
completion of the work contemplated in the Original Letter Agreement will be
returned to the Company; provided, however, that before such money is returned
to the Company, the

Company will have paid all approved
expenses contemplated in the Original Letter Agreement and in this Amendment
that are to be paid from the Escrow Account.

Except as set
forth herein, this Amendment does not alter the terms or conditions of the
Original Letter Agreement.

This Amendment may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which shall constitute the same agreement.

If the terms of
this Amendment are agreeable, please so indicate by signing below and returning
this letter to Bert B. Young at The SCO Group, Inc., 355 South 520 West,
Suite 100, Lindon, Utah 84042.